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Form 8-K GENTHERM Inc For: Nov 16

November 18, 2016 8:38 AM EST

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 16, 2016

 

GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Michigan

 

0-21810

 

95-4318554

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

21680 Haggerty Road, Northville, MI

 

48167

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (248) 504-0500

Former name or former address, if changed since last report: N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2016, Oscar B. Marx, III, the Chairman of the Board of Directors (the “Board”) of Gentherm Incorporated (the “Company”), informed the Board of his intention to retire from the Board effective on the date of the 2017 annual meeting of shareholders.

On November 16, 2016, the Board unanimously voted to appoint director Francois Castaing as the new Chairman of the Board effective as of the 2017 annual meeting of shareholders, subject to Mr. Castaing’s reelection.  

 A copy of the news release announcing the foregoing matters is filed as Exhibit 99.1 attached hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

  

Company news release dated November 17, 2016 announcing the retirement of Chairman Oscar B. Marx, III

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

GENTHERM INCORPORATED

 

 

 

 

By:

 

/s/ Kenneth J. Phillips

 

 

 

Kenneth J. Phillips

 

 

 

Vice-President and General Counsel

Date:  November 17, 2016

 

 

 

 



 

Exhibit Index

Exhibit No.

 

Description

 

 

99.1

 

 

Company news release dated November 17, 2016 announcing the retirement of Chairman Oscar B. Marx, III

 

 

 

Exhibit 99.1

  

NEWS RELEASE for November 17, 2016 at 11:00 AM ET

 

 

GENTHERM ANNOUNCES RETIREMENT OF CHAIRMAN OSCAR B. MARX, III

 

 

NORTHVILLE, MI (November 17, 2016) . . . Gentherm Incorporated (NASDAQ-GS: THRM), the global market leader and developer of innovative thermal management technologies, announced today that Chairman of the Board, Oscar B. Marx, III, has informed the Company’s Board of Directors of his intention to retire from the Board at the end of his current term, on the date of the 2017 annual meeting of shareholders which is expected to be held in May 2017.

Mr. Marx has served as Chairman since 1999 and held the position of Interim Chief Executive Officer from October 2001 to March 2003.  “The positive impact Bud Marx has had on Gentherm cannot be overstated,” said Daniel R. Coker, President and Chief Executive Officer.  “Under Bud’s leadership, Gentherm has grown from essentially a start-up to a multi-national organization of more than 11,000 employees and almost $1 billion in revenue.  Bud’s ability to inspire others and his tireless work as the leader of our organization will be missed.”

The Board of Directors unanimously agreed to appoint Francois Castaing as the new Chairman of the Board effective as of the 2017 annual meeting of shareholders, subject to Mr. Castaing’s reelection.  

"It has been my privilege to lead Gentherm for 17 years," Marx said. "I am extremely proud of what we have accomplished and I am very confident that the Board under Francois’ leadership will continue to guide Gentherm to achievement of our strategic objectives.  Gentherm is well-positioned for the future, and now is a good time for an orderly transition to take the company to the next level.   I will continue to follow its progress with great interest and enthusiasm as a major shareholder.  Gentherm has been part of my family and always will be.”

About Gentherm
Gentherm is a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications.  Automotive products include actively heated and cooled seat systems and cup holders, heated and ventilated seat systems, thermal storage bins, heated automotive interior systems (including heated seats, steering wheels, armrests and other components), battery thermal management systems, cable systems and other electronic devices.  Non-automotive products include remote power generation systems, heated and cooled furniture, patient temperature management systems, industrial environmental test chambers and related product testing services and other consumer and industrial temperature control applications.  The Company's advanced technology team is developing more efficient materials for thermoelectrics and new systems for waste heat recovery and electrical power generation.  Gentherm has more than 11,000 employees in facilities in the U.S., Germany, Canada, China, Hungary, Japan, Korea, Macedonia, Malta, Mexico, Ukraine and Vietnam.  For more information, go to www.gentherm.com.

 



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